GENERAL TERMS AND CONDITIONS
Scantech Marine Technologies ApS
1.1 Any delivery from Scantech Marine Technologies ApS is subject to these General Terms and Conditions,
being binding on all deliveries between the Parties, thus superseding all agreements and customs inconsistent
with the contents hereof, including any terms and conditions drafted and submitted by the Purchaser, unless
otherwise provided by the order confirmation submitted by Scantech Marine Technologies ApS.
2.1 On the placing of an order confirmation, at the earliest, Scantech Marine Technologies ApS is bound by
any statements issued by Scantech Marine Technologies ApS, irrespective of the designation or description
thereof. Until such order confirmation has been communicated to the Purchaser, Scantech Marine
Technologies ApS is entitled to withdraw any such statements.
3.1 All prices, including prices quoted in the price lists prepared by Scantech Marine Technologies ApS, are
current prices, excluding VAT, other public duties and shipping packaging. Scantech Marine Technologies ApS
reserves the right to revise such price lists and catalogue material subject to 30 days’ prior notice.
3.2 The price is exclusive of any work incurred as a consequence of defects in the material delivered by the
Purchaser or overtime incurred as a consequence of requirements for a smoother execution of the order than
3.3 In case of any increases prior to delivery of more than 5 % in the costs of production and delivery or in
suppliers’ prices, Scantech Marine Technologies ApS is entitled to adjust the price accordingly for any such
substantiated cost increases.
3.4 Likewise, the price is based on the current exchange rates in force at the placing of the order. Thus, Scantech Marine Technologies ApS is entitled to adjust the price accordingly in case of any fluctuations in rates exceeding 5 %.
4. Terms of delivery
4.1 If the Services of Scantech Marine Technologies ApS also includes goods and/or materials, deliveries are subject to INCOTERMS 2010 EXW, according to which – when the Product has been finished and ready for delivery – the Purchaser shall carry the risk and all costs of delivery, including any freight charges. The Purchaser undertakes in due time to provide information on the method of dispatch, which the Purchaser wishes to apply. Otherwise, Scantech Marine Technologies ApS is entitled on the Purchaser’s account to decide the method and route of dispatch.
4.2 In case of delay in delivery of the Services and/or materials/goods Scantech Marine Technologies ApS undertakes to notify the Purchaser thereof. Scantech Marine Technologies ApS is not responsible for delays , hence the Purchaser has no remedies in case of delay.
4.3 Should the Purchaser fail to take delivery at the date of delivery or fail to perform its duty of collection, Scantech Marine Technologies ApS is entitled to terminate the Agreement, submitting a claim for damages. Further, Scantech Marine Technologies ApS is entitled to sell off or store the Product on the Purchaser’s account. In case of storing, the Product must be deposited at the Purchaser’s risk.
4.4 Products and packaging may only be returned when agreed upon in writing and, if so, on the Purchaser’s account. Pallets, boxes, cases or other containers to be separately debited will not be credited.
5. Terms of payment
5.1 Payment must be made in cash 14 days net from the invoice date.
5.2 Scantech Marine Technologies ApS is always entitled to demand payment on account of up to 90 % of the work performed at any time.
5.3 Any delay in payment carries an addition of interest of 2 % for each month entered into as from the due date and until payment has been effected.
5.4 On the forwarding of prompt notes, a dunning charge of DKK 500.00 per prompt note will be charged.
5.5 In the event of non-payment, Scantech Marine Technologies ApS is entitled to claim Scantech Marine Technologies ApS’s collection charges to a legal counsel fully covered, and thus not only the maximum charges under the Danish Interest Act.
5.6 The Purchaser undertakes to complain immediately upon receipt of any invoice and no later than within 7 days, at the latest, upon receipt. If the Purchaser fails to observe the said deadlines, the Purchaser’s right of complaining will be forfeited.
5.7 Purchaser is not entitled to use the contractual amount or parts thereof for setoff, and any complaints or claims made do not entitle Purchaser to withhold payment of the total contractual amount or any parts thereof.
5.8 In case of breach on the part of the Purchaser of one or more of the obligations stated herein, including the Purchaser’s obligations under Article 4, Scantech Marine Technologies ApS is entitled to terminate the Agreement, sell the goods/materials on the Purchaser’s account to any third party and/or submit a claim for damages. Scantech Marine Technologies ApS is entitled to claim compensation of any loss, including any indirect loss, and Scantech Marine Technologies ApS is also entitled to demand payment of any rebate/discount granted the Purchaser in connection with the contract.
6. Defects Liability of Scantech Marine Technologies ApS
6.1 In case of a defective or erroneous Services/goods/materials, Scantech Marine Technologies ApS is obliged and entitled – at its own choice – to remedy such defect or error, effect a replacement delivery, offer a proportionate reduction in the price, or pay damages. The Purchaser is not entitled to claim any further remedies. The Purchaser shall pay all freight charges, insurance costs, travelling expenses and installation costs as well as all other costs and expenses caused by the remedy of any such defect or replacement delivery.
6.2 Scantech Marine Technologies ApS’s liability in damages is maximised to the invoice price for the defective Services/goods/materials, comprising, however, under no circumstances any indirect loss such as operating loss, loss of time or loss of profits.
6.3 Scantech Marine Technologies ApS is not liable for any defects or errors resulting from the fact that materials or semi-finished products delivered by the Purchaser or material prescribed by the Purchaser are unfit for their purpose.
6.4 The period of indemnity expires on any one of the following occasions, whichever occurs first:
1) 500 hours of use;
2) 1 months after the commissioning date; or
3) 3 months after the date of sale.
7. Force majeure
7.1 Scantech Marine Technologies ApS is not liable for any non-performance of Scantech Marine Technologies ApS’s contractual obligations, provided Scantech Marine Technologies ApS can substantiate that such non-performance is due to circumstances beyond Scantech Marine Technologies ApS’s reasonable control, such as, but not limited to, situations of war, warlike events, fire, strikes, lockouts, bans on exports or imports, embargoes, delayed or defective deliveries of materials from sub-suppliers, production standstills, shortages of energy or transport facilities.
7.2 In that case Scantech Marine Technologies ApS is entitled to extend the time of delivery correspondingly or to terminate the Agreement. As soon as any such hindrance has been removed, either Party is bound by the Agreement, unless previously terminated by Scantech Marine Technologies ApS. Either Party is entitled to terminate the Agreement in case of a hindrance lasting more than three months.
8. Duty to give notice and duty of inspection
8.1 The Purchaser undertakes to inspect the Services/goods/materials delivered/performed by Scantech Marine Technologies ApS immediately upon receipt thereof and to complain about any defect within 7 days, at the latest, upon receipt. If the Purchaser fails to observe the said deadlines, the Purchaser’s right of complaining of such defect will be forfeited.
9. Liability for errors and negligence’s
9.1 The supervisor shall be liable under the provisions of Danish law concerning compensation for errors and negligence’s in the performance of the assignment.
9.2 The supervisor shall not be liable for working deficits, loss of profits or other indirect losses.
9.3 Where the supervisor shares with one or more other parties liability towards the client in respect of loss in connection with building or civil engineering work or preparations for such work, the supervisor shall be liable only for that part of client’s loss which corresponds to the share to the guilt attributable to the supervisor.
9.4 Where the supervisor has agreed on behalf of the client to supervise that agreed work is according to the scope of supply, he shall be liable only for the loss the client may incur as a result of the supervisor not raising at proper time, a complaint that a service were not in accordance with scope of supply, unless otherwise provided, the liability of the supervisor shall be limited to DKK 2.5 million.
9.5 This provision expresses that the supervisor is only subsidiarity liable for supervision errors in relation to a contractor assumed to carry prime liability, and that a financial limit exists for such supervision liability.
10. Protection of rights
10.1 Any purchase of the services/materials/goods does not confer on the Purchaser any right to industrial privileges, and the Purchaser is not entitled to misuse any information on the Product, thereby infringing Scantech Marine Technologies ApS’s rights.
11. Drawings and descriptions
11.1 All drawings, documentary evidence or descriptions of the Services/materials/goods, notwithstanding such were manufactured by Scantech Marine Technologies ApS or others, submitted to the Purchaser in connection with an offer, a delivery or otherwise, remain Scantech Marine Technologies ApS’s property. Any such material may not without Scantech Marine Technologies ApS’s prior written consent be otherwise used by the Purchaser than for installation, operation and maintenance purposes of the Product and may not be copied, assigned or transferred to any third party. In the absence of any agreement on delivery of the Product, such material must be returned to Scantech Marine Technologies ApS.
12. Working environment and safety
12.1 The Purchaser is in every respect liable for Scantech Marine Technologies ApS’ employees and/or sub-contractors used by Scantech Marine Technologies ApS and any employees of such sub-contractors working under safe and satisfactory conditions at all times. The conditions must comply with the highest working environment standards, including working environment rules for ship yards, ships/vessels, offshore installations and the like, in every respect.
12.2 If the Purchaser fails to fulfil the obligation stated in clause 12.1, the Purchaser is liable for any loss, including any indirect loss suffered by Scantech Marine Technologies ApS, its employees and/or sub-contractors used by Scantech Marine Technologies ApS and any employees of such sub-contractors.
13. Choice of law and venue
13.1 Any dispute arising out of or in connection with deliveries from Scantech Marine Technologies ApS must be settled in accordance with Danish law without regard to any principles of private international law specifying any other choice of law.
13.2 Any dispute arising out of or in connection with deliveries from Scantech Marine Technologies ApS and/or the interpretation or construction of these General Terms and Conditions, including its substance, termination, scope or breach, must be brought before the ordinary courts of law in Denmark, the proper venue being Scantech Marine Technologies ApS’s home court for the time being.